SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Hammond Rani

(Last) (First) (Middle)
C/O 2U, INC.
7900 HARKINS ROAD

(Street)
LANHAM MD 20706

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2017
3. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief People Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List -- Exhibit 24.1 Power of Attorney
No securities are beneficially owned.
/s/ Matthew J. Norden, attorney-in-fact 10/10/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

	

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Matthew J.  Norden of 2U, Inc. (the "Company"), Joseph
A. Roy, Bryant H. Park, Andrea L. Nicolas, Steven J. Daniels and Faiz Ahmad
of Skadden, Arps, Slate, Meagher and Flom LLP, the undersigned's true and
lawful attorneys-in-fact and agents to:



(1)   Prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the Securities and Exchange Commission (the "SEC")
a Form ID, Uniform Application for Access Codes to File on EDGAR, including
amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or
regulation thereunder;

	

(2)   Prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments
thereto and joint filing agreements in connection therewith) in accordance
with Section 16(a) of the Exchange Act and the rules thereunder in the
undersigned's capacity as an officer, director or
 beneficial owner of more
than 10% of a registered class of securities of the Company;

	

(3)   Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to prepare and execute any such Form 3,
4 or 5 (including amendments thereto and joint filing agreements in
connection therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and

	

(4)   Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit
to,in the best interest of, or legally required of the undersigned, it
being understood that the documents executed by the attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as the attorney-in-fact may
approve in the attorney-in-fact's discretion.

 
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in--fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in such
capacity at the request of the undersigned, are not assuming (nor is the
Company assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.

	

This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or Skadden, Arps, Slate, Meagher and Flom LLP, as applicable.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.



Date: 10/1/2017




By: /s/ Rani Hammond
____________________
        RANI HAMMOND